Equity | NOTE 13 – EQUITY The Company is authorized to issue two classes of shares being designated preferred stock and common stock. Preferred Stock The number of shares of preferred stock authorized is 50,100,000, par value $0.001 per share. At May 31, 2021 and November 30, 2020, the Company had 100,000 shares of Series A preferred stock issued and outstanding, and 195,500 and 125,600 shares of Series B preferred stock issued and outstanding, respectively. Series A Preferred Stock Mr. Arthur D. Viola, the Company’s president, owns 100,000 shares of super voting preferred stock entitling him to vote sixty-six and two-thirds percent (66.67%) of the common stock shares in any common stock vote. Series B Preferred Stock On February 24, 2020, the Company filed a certificate of designations with the State of Nevada, designating 1,000,000 of its available preferred shares as Series B preferred mandatorily redeemable convertible stock, stated value of $1.00 per share, and with a par value of $0.001 per share. The shares will carry an annual ten percent (10%) cumulative dividend, compounded daily, payable solely upon redemption, liquidation or conversion. The certificate of designations provides the Company with the opportunity to redeem the Series B shares at various increased prices at time intervals up to the 6-month anniversary of the closing and mandates full redemption on the 12-month anniversary. The holder may convert the Series B shares into shares of the Company’s common stock, commencing on the 6-month anniversary of the closing at a 35% discount to the lowest closing price during the 20-day trading period immediately preceding the notice of conversion. All shares of mandatorily redeemable convertible preferred stock have been presented outside of permanent equity in accordance with ASC 480, Classification and Measurement of Redeemable Securities On December 31, 2020, the Company sold 53,500 shares of its Series B convertible preferred stock, with an annual accruing dividend of 10%, to Geneva Roth Remark Holdings, Inc. (“Geneva”), for $50,000 pursuant to a Series B preferred stock purchase agreement. The Series B preferred stock is classified as temporary equity since the shares are convertible at the option of the shareholder. The Company recorded a derivative liability of $88,694, valued using the Black-Scholes Model, associated with Series B preferred shares. On January 13, 2021, the Company sold 43,500 shares of its Series B convertible preferred stock, with an annual accruing dividend of 10%, to Geneva, for $40,000 pursuant to a Series B preferred stock purchase agreement. The Series B preferred stock is classified as temporary equity since the shares are convertible at the option of the shareholder. The Company recorded a derivative liability of $50,753, valued using the Black-Scholes Model, associated with Series B preferred shares. On March 2, 2021, the Company sold 43,500 shares of its Series B convertible preferred stock, with an annual accruing dividend of 10%, to Geneva, for $40,000 pursuant to a Series B preferred stock purchase agreement. The Series B preferred stock is classified as temporary equity since the shares are convertible at the option of the shareholder. The Company recorded a derivative liability of $55,774, valued using the Black-Scholes Model, associated with Series B preferred shares. On May 20, 2021, the Company sold 55,000 shares of its Series B convertible preferred stock, with an annual accruing dividend of 10%, to Geneva Roth Remark Holdings, Inc. (“Geneva”), for $51,250 pursuant to a Series B preferred stock purchase agreement. The Series B preferred stock is classified as temporary equity since the shares are convertible at the option of the shareholder. The Company recorded a derivative liability of $46,771, valued using the Black-Scholes Model, associated with Series B preferred shares. Common Stock The number of shares of common stock authorized is 6,000,000,000, par value $0.001 per share. At May 31, 2021 and November 30, 2020, the Company had 430,628,781 and 241,774,989 shares of common stock, respectively, issued and outstanding. On December 1, 2020, the Company issued 7,420,000 shares of its common stock in exchange for the conversion of $13,356 of Series B convertible preferred stock and accrued dividends. On December 9, 2020, the Company issued 12,434,783 shares of its common stock in exchange for the conversion of $8,580 of convertible debt principal. On January 8, 2021, the Company issued 5,763,581 shares of common stock to two contractors for consulting services provided to the Company. On January 8, 2021, the Company issued 7,227,273 shares of its common stock in exchange for the conversion of $15,900 of Series B convertible preferred stock and accrued dividends. On January 11, 2021, the Company issued 11,081,818 shares of its common stock in exchange for the conversion of $24,380 of Series B convertible preferred stock and accrued dividends. On January 13, 2021, the Company issued 10,095,238 shares of its common stock in exchange for the conversion of $21,200 of Series B convertible preferred stock and accrued dividends. On February 23, 2021, the Company issued 5,000,000 shares of common stock to two contractors for consulting services provided to the Company. On March 16, 2021, the Company issued 15,009,797 shares of its common stock in exchange for the conversion of $18,462 of convertible debt principal. On April 8, 2021, the Company issued 15,758,699 shares of its common stock in exchange for the conversion of $19,383 of convertible debt principal. On April 19, 2021, the Company issued 16,545,100 shares of its common stock in exchange for the conversion of $19,854 of convertible debt principal. On May 4, 2021, the Company issued 17,370,578 shares of its common stock in exchange for the conversion of $22,324 of convertible debt principal and accrued interest. On May 12, 2021, the Company issued 18,237,500 shares of its common stock in exchange for the conversion of $20,791 of accrued interest. On May 24, 2021, the Company issued 7,571,429 shares of its common stock in exchange for the conversion of $15,900 of Series B convertible preferred stock and accrued dividends. On May 25, 2021, the Company issued 19,147,500 shares of its common stock in exchange for the conversion of $21,200 of Series B convertible preferred stock and accrued dividends. On May 26, 2021, the Company issued 10,095,238 shares of its common stock in exchange for the conversion of $18,956 of convertible debt principal. On May 27, 2021, the Company issued 10,095,238 shares of its common stock in exchange for the conversion of $21,200 of Series B convertible preferred stock and accrued dividends. |